Indemnification Counsel for Multi-Unit Restaurants Acquisitions
When the deal is multi-unit restaurants and the question is Indemnification, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
Every multi-unit restaurants acquisition has its own gravity. Indemnification is the workstream where independent sponsor counsel earns the seat.
The typical multi-unit restaurants platform sits at $8M to $80M EV with EBITDA in the $2M to $14M range. The thesis runs on franchisee roll-up or regional concept acquisition. The franchisor consent letter is the deal. Get it lined up before you spend money on diligence.
How Indemnification actually gets structured.
Set general indemnity survival at 18 months, fundamental reps for the full statute of limitations.
Build a basket at 0.5 percent of EV, with a deductible structure, not a tipping basket.
Cap general indemnity at 10 percent of EV, with R&W insurance carrying the layer above.
Carve out fraud, tax, and intentional breach from any cap.
In multi-unit restaurants, layer in franchisor LOI letter requested before market as part of the Indemnification workstream.
Negotiating caps and baskets without first reading the disclosure schedules. The schedules dictate the real exposure.
"Indemnification only matters when the deal goes wrong. Draft it as if it will."Jason Powell · Indemnification
The deal is one thing. The capital that opens up after close is another.
Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.
Related deal pages.
Transaction Fee Structuring for Multi-Unit Restaurants
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Multi-Unit Restaurants
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Multi-Unit Restaurants
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Quality of Earnings for Multi-Unit Restaurants
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
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Indemnification for Home Services
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An LOI on the desk, a multi-unit restaurants target, and a Indemnification question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.